The complaint alleges violations of state law by the Board of Directors of Beckman Coulter relating to acquisition of the company by Danaher Corporation ("Danaher") (NYSE: DHR). The complaint alleges that Beckman Coulter's Board of Directors breached their fiduciary duties by failing to maximize shareholder value, among other things.
On February 7, 2011, the complaint states, Beckman Coulter and Danaher issued a joint press release announcing that they had entered into a definitive merger agreement, in a deal with a total value of approximately $6.8 billion. The complaint alleges that under the terms of the Proposed Transaction, Danaher would acquire Beckman Coulter by making a cash tender offer to acquire all of the outstanding shares of common stock of Beckman Coulter at a purchase price of $83.50 per share, representing only an 11.08% premium to the Company's closing price of $75.17 per share on February 4, 2011, the last trading day prior to the announcement of the Proposed Transaction. Citing an article in Bloomberg titled "Danaher Agrees to Buy Beckman Coulter for $6.8 Billion to Add Diagnostic" published on February 7, 2011, the complaint alleges that "[t]he average premium paid for more than 160 U.S. medical instrument companies in the past five years, based on the average share price in the 20 days before an announcement, was 40%. On that basis, Danaher's premium for Beckman would be 15 percent."
The complaint further alleges that the Proposed Transaction was driven by the self-interested Board of Directors looking to cash out their largely illiquid holdings in Beckman Coulter stock. The complaint states, according to a Form 14D-9 filed with the SEC on February 15, 2011, if the Board and certain officers tender their 504,182 shares for purchase pursuant to the Tender Offer, the Board and certain officers would receive an aggregate of approximately $42,099,197 in cash. The complaint further states that defendant and board member, Dervan, holds 64,272 shares and therefore is set to receive approximately $5 million for approving the Proposed Transaction and defendant and board member Haggerty, held 78,091 as of the same date, which equates to a payout of over $6.5 million from the Proposed Transaction. In addition, the complaint states that the Individual Defendants and certain officers will be able to cash out an additional $21,488,275 in restricted stock units, performance shares and phantom stock units.
